Syntec Optics, Inc. entered into an agreement to acquire OmniLit Acquisition Corp. from Omnilit Sponsor LLC and others for approximately $330 million in a reverse merger transaction.
Transaction is subject to approval of shareholders of OmniLit and Syntec Optics; the Registration Statement shall have become effective; the waiting period or periods under the HSR Act applicable to the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements shall have expired or been terminated; OmniLit shall have at least $5,000,001 of net tangible assets; the shares of OmniLit Post-Merger Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq. OmniLit Board and Special Committee of Independent Directors (the Special Committee) unanimously approved the Business Combination Agreement. Transaction has been also approved by the board of directors of Syntec Optics.
The Benchmark Company, LLC acted as financial advisor and fairness opinion provider to the Special Committee. Carl P. Marcellino and Christopher Capuzzi of Ropes & Gray LLP acted as legal advisors to OmniLit. Christopher Rodi of Woods Oviatt Gilman LLP acted as legal advisor to Syntec Optics, Inc. Continental Stock Transfer & Trust Company is the transfer agent for OmniLit. Morrow & Co., LLC is acting as the proxy solicitor for OmniLit for a fee of $5,000. OmniLit has agreed to pay Benchmark for their services in connection with the transaction an aggregate fee of $300,000, of which (a) $75,000 being paid to Benchmark upon the execution of the engagement letter among the parties, (b) $75,000 being paid to Benchmark upon the delivery of the opinion, and (c) an additional $150,000 being paid to Benchmark upon the earlier of (i) the closing of the transaction, or (ii) August 15, 2023.